1. General Legal Framework
1.1 The Enterprise Law
The Enterprise Law regulates the establishment, management, and operation of various types of businesses. For M&A, this law covers issues such as business type conversion, mergers, consolidations, and business sales. Adhering to the Enterprise Law is essential for ensuring that M&A transactions are conducted legally and effectively.
1.2 The Investment Law
The Investment Law governs investment activities in Vietnam and Vietnamese investments abroad. It includes provisions on investment conditions for foreign investors, procedures for obtaining investment registration certificates, and investment incentives. Understanding the Investment Law helps businesses and investors navigate international M&A transactions smoothly.
1.3 The Competition Law
The Competition Law regulates anti-competitive practices, including M&A transactions that may impact the Vietnamese market. It sets out requirements for notification and assessment of M&A transactions that meet certain thresholds. Compliance with the Competition Law ensures that M&A transactions do not adversely affect competition and the market.
1.4 The Securities Law
The Securities Law governs activities in the securities sector and the securities market. For M&A, it regulates transactions involving public companies, public offers, and information disclosure obligations. Ensuring compliance with the Securities Law is crucial for conducting M&A transactions transparently and legally.
2. Other Relevant Legal Documents
Land Law: Land use rights can be transferred, leased, donated, mortgaged, or contributed as capital in M&A transactions. Understanding land use rights regulations is essential for transactions involving real estate.
Tax Administration Law: Regulates tax issues arising from M&A transactions. Profits from the transfer of shares or business assets are subject to current tax rates, and transactions must comply with tax declaration and payment regulations, as well as address the company’s tax liabilities.
Labour Code: Regulates employee rights during mergers and business consolidations. Ensuring employee rights is an important aspect of the M&A process.
Intellectual Property Law: Pertains to the transfer of intellectual property rights in M&A. Parties involved in transactions need to carry out legal procedures to transfer ownership of intellectual property such as trademarks, patents, copyrights, and other industrial property rights.
The above article provides an overview of the legal framework regulating M&A activities in Vietnam, helping you understand the necessary regulations and procedures to conduct M&A transactions effectively. If you need more detailed information or have any questions, please do not hesitate to contact us.
HMLF is always available to offer assistance in understanding the procedures with authorities.
Harley Miller Law Firm “HMLF”
Head office: 14th floor, HM Town Building, 412 Nguyen Thi Minh Khai, Ward 05, District 3, Ho Chi Minh City.
Phone number: +84 937215585
Website: hmlf.vn Email: miller@hmlf.vn